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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. . . . .) *
AMERECO, INC.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
02360P 10 4
(CUSIP Number)
680 Atchison Way, Suite 600, Castle Rock, Colorado (303) 688-5160
[Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications]
June 1996
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(a) for other parties to whom copies are to be
sent.
* The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
CUSIP No. 02360P 10 4 PAGE 2 OF 7
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1) Names of Reporting Person's S. S. or I. R. S. Identification Nos. of Above
Persons
Frederick V. Miale, Jr. ###-##-####
2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) (x)
(b)
3) SEC Use Only
4) Source of Funds (See Instructions)
PF and SC
5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items
2(d) or 2(e)
6) Citizenship or Place of Organization
United States
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NUMBER OF 7 Sole Voting Power
SHARES 10,333 Shares 60,000 Options
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BENEFICIALLY 8 Shared Voting Power
OWNED BY 93,675 Shares 60,000 Options
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EACH 9 Sole Dispositive Power
REPORTING 10,333 Shares 60,000 Options
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WITH 10 Shared Dispositive Power
93,675 Shares 60,000 Options
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11) Aggregate Amount Beneficially Owned by Each Reporting Person
224,008 Shares
12) Check Box if Row 11 Includes Certain Shares* [ ]
13) Percent of Class Represented by Amount in Row (11) 4.5%
14) Type of Reporting Person (See Instructions) IN
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SCHEDULE 13D
CUSIP No. 02360P 10 4 PAGE 3 OF 7
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ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock, $0.001 par value per share (the
"Shares") of Amereco, Inc., a Utah corporation (the "Company" or "Amereco").
The principal executive offices of the issuer of such securities is located at
680 Atchison Way, Suite 800, Castle Rock, Colorado, 80104.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Frederick V. Miale, Jr. (the "Reporting Person");
(b) 1401 Seventeenth Street, Suite 230, Denver, Colorado 80202;
(c) The Reporting Person is employed President of Omnivest Financial Services
Network, Inc. ("Omnivest Financial"), a Colorado corporation. In addition, the
Reporting Person manages or acts as general partner for various real estate
investment partnerships, as well as performing various management
responsibilities for service companies affiliated with Omnivest Financial. The
Reporting Person formerly served as a member of Amereco's Board of Directors,
serving as a director from June 1996 until his resignation in February 1997.
From June 1996 to December 31, 1996, the Reporting Person served in such
capacity as a nominee of Wei-Ming Lu and the Lu Family Investors, all as more
specifically disclosed in the Schedule 13D of such individual and related
parties dated May 8, 1997 ("Lu Schedule 13D"). Until December 31, 1996, the
Reporting Person was employed as President of Omnivest International, Inc., a
Nevada corporation, now known as Cathay Global Investments, Inc. ("Cathay") and
served as a member of such corporation's Board of Directors. Until December 31,
1996, the Reporting Person also served as President of Omnivest Americas, Inc.,
a wholly owned subsidiary of Cathay ("Americas") and served as a member of such
corporation's Board of Directors. On December 31, 1996, Reporting Person ceased
to be an officer or director of either Cathay or Americas, and ceased to be a
shareholder of Cathay.
(d) During the last five years, the Reporting Person has been convicted in no
reportable criminal proceedings.
(e) During the last five years, the Reporting Person has not been a party to
any civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a judgment,
decree or final order enjoining no future violations of or prohibiting or
mandating any activities subject to federal or state securities laws or finding
any violations with respect to such laws.
(f) United States Citizen.
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SCHEDULE 13D
CUSIP No. 02360P 10 4 PAGE 4 OF 7
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The source of funds or other consideration used by the Reporting Person to
make the purchases described herein of shares as to which the Reporting Person
has sole voting and dispositive power are as follows: The Reporting Person
expended $13,722.50 from personal finances to acquire 5,800 shares. In
addition, 4,533 shares were granted to the Reporting Person as assignee of
Cathay, with Cathay having the right to receive such shares as fees for Cathay's
services as agent for Georgia Resources, Inc., a Nevada corporation ("GRI"), in
connection with the merger of Omnivest Resources, LP, a Georgia limited
partnership ("ORLP") with and into Omnivest Resources, Inc., a Georgia
corporation which is a wholly owned subsidiary of the Company ("ORI"). The
Options held by the Reporting Person to acquire 60,000 shares were granted to
the Reporting Person as assignee of Cathay, with Cathay having the right to
receive such options as fees in connection with Cathay's services as agent of
GRI and others in connection with making loans to ORLP, of which the Company was
General Partner and manager. Such assignment to the Reporting Person of certain
of the rights of Cathay to receive shares and options, in connection with the
foregoing merger and lending transactions, was compensation to the Reporting
Person for services to Cathay.
The shares as to which the Reporting Person had shared voting and
dispositive power until December 31, 1996, included 91,836 shares owned by
Cathay. Until December 31, 1996, the Reporting Person was President, a member
of the Board of Directors and 25% shareholder of Cathay. Wei-Ming Lu and the Lu
Family Investors held the remaining interests in Cathay, as more specifically
described in the Lu Schedule 13 D. Americas was a wholly owned subsidiary of
Cathay. The Reporting Person was President and a member of the Board of
Directors of Americas. The source of funds or other consideration used by
Cathay to acquire the shares as to which the Reporting Person had shared voting
and dispositive power is as follows: Cathay received 91,836 shares as a fee for
extending a $350,000 loan to the Company in September 1996 and December 1996,
respectively. In October 1995, the Company granted options to purchase 60,000
shares to Cathay, and an additional 340,000 options to affiliates of Cathay
(including the 60,000 options now held by the Reporting Person and described
above) for services as agent of GRI, in connection with loans to ORLP.
Subsequently, after the Reporting Person was no longer affiliated with Cathay in
any manner, Cathay entered into an oral agreement to acquire 307,998 shares and
options to acquire 923,994 shares, as fees for forthcoming lending transactions
for the benefit of the Company, but such shares and options have not been
included in holdings of the Reporting Person, as not held by Cathay during the
term of the Reporting Person's relationship with Cathay. On December 31, 1996,
Reporting Person ceased to be an officer, director or shareholder of Cathay.
The shares as to which the Reporting Person had shared voting and
dispositive power until December 31, 1996, included 1,893 shares of the
Company's common stock which Americas beneficially owns in respect of Americas
7.1% ownership of Cenote, LLC., a Colorado limited partnership ("Cenote").
Cenote owns a total of 26, 667 shares of the Company's common stock. Americas
acquired its investment in Cenote in November 1994, by paying Cenote $50,000,
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SCHEDULE 13D
CUSIP No. 02360P 10 4 PAGE 5 OF 7
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all of which was working capital provided directly or indirectly from
the personal funds of Wei-Ming Lu, all as more specifically set forth in the Lu
Schedule 13D.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Person's purpose in acquiring the subject securities as to which
he has sole dispositive and voting power is long term investment. The Reporting
Person has no knowledge of any purpose with respect to the other securities as
to which the Reporting Person had shared voting or dispositive power until
December 31, 1997, except as set forth in the Lu Schedule 13D. The Reporting
Person has no current plans or proposals which relate to or would result in:
(a) The acquisition by any person of additional securities of the issuer, or
the disposition of securities of the issuer;
(b) An extraordinary corporate transaction, such as a merger, reorganization
or liquidation, involving the issuer or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of the issuer or any of
its subsidiaries;
(d) Any change in the present board of directors or management of the issuer,
including any plans or proposals to change the number or term of directors or to
fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy of
the issuer;
(f) Any other material change in the issuer's business or corporate
structure, including but not limited to, if the issuer is a registered closed-
end investment company, any plans or proposals to make any changes in its
investment policy for which a vote is required by section 13 of the Investment
Company Act of 1940;
(g) Changes in the issuer's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of the
issuer by any person;
(h) Causing a class of securities of the issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of the issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act; or
(j) Any action similar to any of those enumerated above.
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SCHEDULE 13D
CUSIP No. 02360P 10 4 PAGE 6 OF 7
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ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Reporting Person beneficially owns 10,333 shares of the common stock
of Amereco and options to acquire 60,000 shares, all of which shares and options
are directly held by him.
From June 1996 until December 1996, the Reporting Person also shared
voting and dispositive power with respect to the following shares held by the
entities indicated. The Reporting Person was until December 31, 1996 an officer,
director and shareholder of Cathay and an officer and director of Americas. As
of December 31, 1996, the Reporting Person ceased to be an officer, director, or
shareholder of either such corporation. The Reporting Person has no knowledge
regarding the beneficial ownership of such shares and options, or the rights to
receive dividends in respect thereof, except as set forth elsewhere in this
Schedule 13D or as reported in the Lu Schedule 13D, and is unable to confirm the
accuracy any beneficial ownership but his own. The Reporting Person disclaims
control at any time of all the shares attributable to him in respect of shares
owned by Cathay and Americas, as to which he does not or did not at any time
have sole voting or dispositive power, because the vote and disposition of such
shares was always subject to the control of Wei Ming Lu and other members of the
Lu Family Investors. The Reporting Person's 25% ownership interest in Cathay
terminated on December 31, 1996. ACCORDINGLY, THE REPORTING PERSON EXPRESSLY
DISCLAIMS THAT HE IS NOW BENEFICIAL OWNER OF SHARES HELD OF RECORD BY CATHAY OR
AMERICAS.
<TABLE>
<CAPTION>
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Shareholder Entity Number of Shares Number of Shares
Subject to Options
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<S> <C> <C>
Cathay 91,836 60,000
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Americas (as 7/1% 1,893
beneficial owner of Cenote)
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</TABLE>
ON DECEMBER 31, 1996, THE REPORTING PERSON CEASED TO BE THE BENEFICIAL
OWNER OF MORE THAN FIVE PERCENT OF THE CLASS OF SECURITIES OF AMERECO, BY VIRTUE
OF TERMINATION OF THE REPORTING PERSON'S STATUS AS AN OFFICER OR DIRECTOR OF THE
FOREGOING ENTITIES, AND BY VIRTUE OF THE TERMINATION OF THE REPORTING PERSON'S
BENEFICIAL OWNERSHIP OF 25% OF THE STOCK OF CATHY.
(b) The Reporting Person has sole voting and dispositive power as to 10,333
shares of the Common Stock of the Company.
(c) Within the past 60 days, there have been no transactions relating to
the securities directly as to which the Reporting Person retained beneficial
ownership after December 31, 1996.
(d) No person has the right to receive or power to direct receipt of
dividends from or proceeds of sale from securities as to which the Reporting
Person has sole voting or dispositive power or any beneficial interest. The
Reporting Person is not aware of any such matters in respect
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SCHEDULE 13D
CUSIP No. 02360P 10 4 PAGE 7 OF 7
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of the securities as to which the Reporting Person at any time had shared voting
or dispositive power, except as set forth in the Lu Schedule 13D.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH REPECT TO
SECURITIES OF THE ISSUER.
As of the date of this filing, there is no contract, arrangement,
understanding or relationship (legal or otherwise) between the Reporting Person
and any person with respect to any securities of the issuer, including but not
limited to transfer or voting of any of the securities, finder's fees, joint
ventures, loan or option arrangements, put or calls, guarantees of profits,
division of profits or loss, or the giving or withholding of proxies. None of
the securities as to which the Reporting Person currently retains any direct or
indirect beneficial ownership are pledged or otherwise subject to a contingency
the occurrence of which would give another person voting power or investment
power over such securities.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
Signature.
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
May 19, 1997 /s/
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Frederick V. Miale, Jr.
